trycera10_7.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY
STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON PLEDGE,
TRANSFERABILITY AND RESALE AND MAY NOT BE PLEDGED, TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED PLEDGE, TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.  THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
INDEBTEDNESS OF THE COMPANY AS PROVIDED IN SECTION 6 BELOW.

     

    10% SENIOR SECURED
PROMISSORY NOTE

     

    $_______________                                                                                                                                                                                                                               
_____________________, 200___

    


     

    FOR VALUE
RECEIVED, Trycera Financial, Inc., a Nevada corporation (the “Company”), promises
to pay to _________________________ (the “Holder”), or its
registered assigns, the principal sum of $___________, or such
lesser amount as shall then equal the outstanding principal amount hereof,
together with simple interest from the date of this Note on the unpaid principal
balance at a rate equal to ten percent (10%) per annum.  Interest
shall be computed on the basis of the actual number of days elapsed and a year
of 360 days.  All unpaid principal, together with the balance of
unpaid and accrued interest and other amounts payable hereunder shall be due and
payable upon closing of the definitive agreement with US Social Scene, Inc. as
provided in the letter of intent dated April 1, 2008, or upon a Change of
Control, whichever shall earlier occur (the “Maturity
Date”).  This Note is one of a series of Notes containing
substantially identical terms and conditions (collectively, the “Notes”) issued
pursuant to one or more Subscription Agreements among the Company and the
purchasers of the Notes (the “Subscription
Agreement”).

     

    The
following is a statement of the rights of the Holder and the conditions to which
this Note is subject, and to which the Holder hereof, by the acceptance of this
Note, agrees:

     

    1. Definitions.  As
used in this Note, the following capitalized terms have the following
meanings:

     

    (a)  “Change
of Control”
shall means the occurrence of any of the following:  (a) the
sale, transfer, conveyance or other disposition, other than by way of merger or
consolidation, in one or a series of related transactions, of all or
substantially all of the assets of the Company and its subsidiaries taken as a
whole to any “person,” as such term is used in Section 13(d)(3) of the Exchange
Act; (b) the adoption of a plan relating to the liquidation or dissolution of
the Company; (c) the consummation of any transaction, including, without
limitation, any merger or consolidation, the result of which is that any
“person,” as defined above, becomes the beneficial owner (as defined in Section
13(d)(3) of the Exchange Act), directly or indirectly, of more than 50% of the
voting stock of the Company (or any direct or indirect parent thereof), measured
by voting power rather than number of shares; or (d) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors (as defined herein).  “Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of
the Company who: (A) was a member of such Board of Directors on the Original
Date of this Note; or (B) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were
members of such Board at the time of such nomination or election.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) “Common Stock” shall
mean the common stock of the Company, par value $.001 per share.

     

    (c) “Obligations” shall
mean all principal and accrued interest due hereunder.

     

    Capitalized
terms not otherwise defined herein shall have the meanings given to them in the
Subscription Agreement.

     

    2. Events of
Default.  The occurrence of any of the following shall
constitute an “Event
of Default” under this Note:

     

    (a) Failure to
Pay.  Company shall fail to pay when due any principal payment
or interest payment required under the terms of this Note on the date due and
such payment shall not have been made within thirty (30) days of Company’s
receipt of written notice to Company of such failure to pay.

     

    (b) Voluntary Bankruptcy or
Insolvency Proceedings.  The Company shall (i) apply for
or consent to the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property, (ii) be unable, or
admit in writing its inability, to pay its debts generally as they mature,
(iii) make a general assignment for the benefit of its or any of its
creditors, (iv) be dissolved or liquidated in full, or (v) commence,
by the filing of a petition for relief, a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or consent to any such relief or to the appointment of or taking
possession of its property by any official in an involuntary case or other
proceeding commenced against it.

     

    (c) Involuntary Bankruptcy or
Insolvency Proceedings.  A receiver, trustee, liquidator or
custodian of the Company or of all or substantially all of its property shall be
appointed, or an involuntary case or other proceedings seeking liquidation,
reorganization or other relief with respect to the Company or the debts thereof
under any bankruptcy, insolvency or other similar law or hereafter in effect
shall be commenced and an order for relief entered or such proceeding shall not
be dismissed or discharged within sixty (60) days of commencement.

     

    3. Rights of Holder Upon
Default.  Upon the occurrence or existence of any Event of
Default and at any time thereafter during the continuance of such Event of
Default, the holders of at least a majority of the unpaid principal amount of
all Notes (the “Majority Holders”)
may declare all outstanding Obligations payable by the Company hereunder to be
immediately due and payable without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived.  In
addition to the foregoing remedies, upon the occurrence or existence of any
Event of Default, Holder, with the written consent of the Majority Holders, may
exercise any other right, power or remedy granted to it or otherwise permitted
to it by law, either by suit in equity or by action at law, or
both.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    4. Security
Interest.  To secure the obligations of the Company under this
Note, the Company grants to the Holder, on a pro rata basis with all other
holders of the Notes, a security interest in all right, title, and interest of
the Company in and to any tangible or intangible assets of the Company, whether
now existing or hereafter acquired or created.  The rights and
remedies of the Holder with respect to the security interest granted hereunder
are in addition to those which are now or hereafter available to the Holder as a
matter of law or equity.  Each right, power and remedy of Holder
provided for herein, or now or hereafter existing at law or in equity, shall be
cumulative and concurrent and shall be in addition to every right, power or
remedy provided herein, and the exercise by the Holder of any one or more of
such rights, powers or remedies does not preclude the simultaneous or later
exercise by the Holder of any other rights, powers or remedies.

     

    5. Prepayment.  This
Note may be prepaid in whole or in part at any time by the
Company.  Any such prepayment will be applied first to interest
accrued on this Note and second, if the amount of prepayment exceeds the amount
of such accrued interest, to the payment of principal of this Note.

    


    6. Payment of
Interest.  Interest on the Notes shall be paid not later than
at the Maturity Date.

     

    7. Negative
Covenants.  The Company agrees with Holder that so long as this
Note shall remain in effect and until the principal amount and all accrued
interest thereon and all fees and all other expenses or amounts payable under
this Note have been paid in full, unless Holder shall otherwise consent in
writing, the Company shall not, nor will they cause or permit any of their subsidiaries to
incur, create, assume, guaranty or permit to exist any indebtedness that ranks
senior in priority to, or  pari  passu with,
the  obligations under this Note. 

    


    8. Successors and
Assigns.  The rights and obligations of the Company and the
Holder of this Note shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.

     

    9. Waiver and
Amendment.  Any provision of this Note may be amended, waived
or modified upon the written consent of the Company and the Majority
Holders.  Any amendment or waiver effected in accordance with this
Section 9 shall be binding upon the Company, the Holder and each transferee
of this Note, without the consent of Holder.

     

    10. Transfer of this
Note.  This Note may not be transferred in violation of any
restrictive legend set forth hereon.  Each new Note issued upon
transfer of this Note shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with the Securities Act, unless in
the opinion of counsel for the Company such legend is not required in order to
ensure compliance with the Act.  The Company may issue stop transfer
instructions to its transfer agent in connection with such restrictions.
Notwithstanding the foregoing, this Note may be transferred by (a) a Holder
which is a partnership to a limited or general partner of such partnership and
(b) a Holder which is a corporation to a successor entity to such Holder
pursuant to a merger, acquisition, reorganization or recapitalization if in each
case (i) the transferee agrees in writing to be subject to the terms of this
Note; and (ii) the Holder delivers written notice of such transfer to the
Company.  Prior to presentation of this Note for registration of
transfer, the Company shall treat the registered holder hereof as the owner and
holder of this Note for the purpose of receiving all payments of principal and
interest hereon and for all other purposes whatsoever, whether or not this Note
shall be overdue and the Company shall not be affected by notice to the
contrary.   

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    11. Treatment of
Note.  To the extent permitted by generally accepted accounting
principles, the Company will treat, account and report the Note as debt and not
equity for accounting purposes and with respect to any returns filed with
federal, state or local tax authorities.

     

    12. Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered
or mailed by registered or certified mail, postage prepaid, or by recognized
overnight courier or personal delivery at the respective addresses of the
parties as set forth in the records maintained by the Company.  Any
party hereto may by notice so given change its address for future notice
hereunder.  Notice shall conclusively be deemed to have been given
when received.

     

    13. Payment.  Payment
shall be made in lawful tender of the United States.

     

    14. Expenses;
Waivers.  If action is instituted to collect this Note, the
Company promises to pay all costs and expenses, including, without limitation,
reasonable attorneys’ fees and costs, incurred in connection with such
action.  The Company hereby waives notice of default, presentment or
demand for payment, protest or notice of nonpayment or dishonor and all other
notices or demands relative to this instrument.

     

    15. Governing Law.  This
Note and all actions arising out of or in connection with this Note shall be
governed by and construed in accordance with the laws of the State of
California, without regard to the conflicts of law provisions of the State of
California or of any other state.

     

    16.Arbitration.  Any
controversy, dispute or claim arising out of or relating to this Note shall be
submitted to binding arbitration administered by JAMS pursuant to its
Comprehensive Arbitration Rules & Procedures.  Any such
arbitration shall be held in Orange County, California.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.

     

    TRYCERA
FINANAICL, INC.

    A Nevada
corporation

    


    


    By:                                                                                 

        Bryan Kenyon,
Principal Executive Officer

    



    
      
         


      

      
        5